UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. | Other Events |
Issuance of $1,400,000,000 of Notes
On March 14, 2023, Texas Instruments Incorporated (“Texas Instruments”) consummated the issuance and sale of $750,000,000 aggregate principal amount of its 4.900% Notes due 2033 and $650,000,000 aggregate principal amount of its 5.000% Notes due 2053 (collectively, the “Notes”), pursuant to an underwriting agreement filed herewith as Exhibit 1.1 dated March 7, 2023 among Texas Instruments and Barclays Capital Inc., BofA Securities, Inc. and MUFG Securities Americas Inc., as underwriters. The Notes were issued pursuant to an Indenture dated as of May 23, 2011 (the “Indenture”) between Texas Instruments and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, and an Officers’ Certificate issued pursuant thereto.
The Notes were offered pursuant to Texas Instruments’ Registration Statement on Form S-3 filed on February 4, 2022 (Reg. No. 333-262523), including the prospectus contained therein, and a related preliminary prospectus supplement dated March 7, 2023 and a prospectus supplement dated March 7, 2023.
The material terms and conditions of the Notes are set forth in the Indenture filed as Exhibit 4.2 to the Current Report of Texas Instruments on Form 8-K dated May 23, 2011 and the Officers’ Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein.
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Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. |
Description | |
1.1 | Underwriting Agreement dated March 7, 2023 among Texas Instruments Incorporated and Barclays Capital Inc., BofA Securities, Inc. and MUFG Securities Americas Inc. | |
4.1 | Officers’ Certificate setting forth the terms of the Notes | |
5.1 | Opinion of Davis Polk & Wardwell LLP | |
23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED | ||||||
Date: March 14, 2023 | By: | /s/ Rafael R. Lizardi | ||||
Rafael R. Lizardi | ||||||
Senior Vice President and Chief Financial Officer |
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